Spider-Man has some all-new amazing friends, which is fortunate since they're moving in with him.

Disney XD's animated series Ultimate Spider-Man which began its second season on Monday night with a special one-hour episode (7 pm. ET/PT) and continues the road 16-year-old Peter Parker (voiced by Drake Bell) began in the first year, joining a Nick Fury-led S.H.I.E.L.D program for young heroes alongside White Tiger, Nova, Power Man and Iron Fist. (The show's normal time slot is Sunday mornings at 11 a.m. ET/PT.)

However, the season begins with a new status quo: With the S.H.I.E.L.D. Helicarrier taken out of commission — and the youngsters' home with it — the fledgling superheroes all come to live with Peter and his Aunt May.

Domestic chaos and supervillains inevitably ensue.

"What's your life like when suddenly your four best friends move in with you and it's not a college dorm? And then on top of that, how do you do all of this without letting your 'mom' know that when you're leaving the house, you're actually going out to be superheroes?" says Jeph Loeb, Marvel executive vice president and head of television.

Spider-Man's learned to become more of a team player as the show has grown to be bigger and brighter and smarter along the way, according to Loeb, but the villains are also leveling up, especially in terms of Spidey significance.

Sandman, Doctor Octopus, Venom and Green Goblin all appeared in the first season, and upcoming new episodes will feature classic bad guys such as Electro, Mysterio, Kraven the Hunter and Rhino. It's all building toward the evil grouping of the Sinister Six although it's hush-hush who the sixth member will be.

Like with the Green Goblin, the Spidey threats are receiving a design tweak from the characters that first appeared back as early as the 1960s — or, as Loeb calls it, "Ultimatizing" them.

"The Rhino is someone we think people will really like in terms of that look," Loeb says. "The classic (Steve) Ditko Rhino was basically a big guy wearing a rhinoceros suit and you could see his face.

"This is an actual more of a transformation you'll be able to see, like the Hulk."

Ultimate Spider-Man will also look outside the box to build up its roster of supervillains, adding to the likes of Doctor Doom and the Frightful Four from the first season.

They appeared before many of the classic Spidey baddies because this is the first time all the creative elements of a Spider-Man cartoon have been under the Marvel Entertainment banner, according Loeb, and they wanted to figure out the best way to introduce the larger Marvel Universe to an audience.

"There is that old adage which is, 'Your hero is only as good as your villain,' " Loeb says. "We wanted to have an opportunity to be able to use Juggernaut and Whirlwind, some characters you might know because you're an X-Men fan or an Avengers fan or a Fantastic Four fan.

"This is an opportunity to give you just a little bit of spice onto our Spider-Man stories."

Bigger villains need bigger heroes to fight them, of course, and Ultimate Spider-Man will be featuring a bunch of characters from the movie The Avengers, beginning with Hawkeye and later guest stars Captain America, Thor, Hulk and Iron Man. They'll get their own animated series, Marvel's Avengers Assemble, which launches later this year.

"Winking back at that minor little art-house movie we had last summer, this is how a number of people are coming to the Marvel Universe. The Avengers is their doorway inside," Loeb says. "Because we know Spider-Man's not going to be in the Avengers movies, what better way than to be able to have that fun."

The legendary Spidey mantra "With great power comes great responsibility" played heavily into the first season of Ultimate Spider-Man, but now, with Peter accepting his teammates as both heroes and friends, Loeb says this season's motto is "With great responsibility comes great responsibility": "It's Peter Parker having to deal with all of these kids in his life, but it's also Spider-Man accepting the fact that he is a team leader, he is working with these guys and he's going out there to do the best he can to become the ultimate Spider-Man."

Spider-Man has had memorable animated team-ups in the past such as with Spider-Man and his Amazing Friends in the early 1980s, and with every generation of kids getting a cartoon that introduces them to Spider-Man, Loeb feels that old Spidey saying comes into play with the people behind Ultimate Spider-Man, too.

"We do have great power. We have the great power to be able to tell stories to an audience that loves Spider-Man or maybe doesn't know Spider-Man," he says. "So that comes with a real responsibility, which is to tell the best stories we can with some of the best animation out there and really create a show that makes you want to come back week to week."

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